This is a binding legal agreement between you, your business and your representatives (collectively, “you,” “your” or “Customer”) and Local Autos Online LLC which owns and operates evbidder.com (“EV Bidder,” “we” or “our”). A Customer is a party selling a vehicle (the “Seller”), the party buying a vehicle (the “Buyer”), the party facilitating or sponsoring the sale event (the “Auction, “Facilitator”) or anyone who bids on a vehicle, or anyone using the Services. This Terms and Conditions of User Agreement (“Agreement”) describes the terms and conditions applicable to your access and use of the evbidder.com website, applications, programs, services and content available via such offerings which relate to the EV Bidder marketplace. The Agreement, and all policies and additional terms posted on and in our site, applications, tools and services (collectively "Services") set out the terms on which EV Bidder offers you access to and use of our Services. By using or accessing the Services, you agree to be bound by the current Agreement, the EV Bidder Privacy Policy located at https://www.evbidder.com/privacy-policy, the EV Bidder Arbitration Policy located at https://www.evbidder.com/arbitration-policy. All policies and additional terms posted on and in our sites, applications, tools, and services are incorporated into this Agreement.

PLEASE READ THIS AGREEMENT CAREFULLY. BY ACCESSING THIS WEBSITE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS SET FORTH BELOW. THESE TERMS AND CONDITIONS ARE SUBJECT TO CHANGE. ANY CHANGES WILL BE INCORPORATED INTO THIS AGREEMENT POSTED TO THIS WEBSITE FROM TIME TO TIME AND WILL BE EFFECTIVE UPON POSTING. YOUR CONTINUED USE OF THE SERVICE FOLLOWING POSTING OF ANY REVISED TERMS OF CONDITIONS WILL CONSTITUTE ACCEPTANCE OF MODIFIED THE AGREEMENT. IF YOU DO NOT AGREE WITH THE TERMS OF THIS AGREEMENT, PLEASE DO NOT ACCESS THIS WEBSITE.

1. Introduction

Evbidder.com is an online automotive marketplace that brings together auto auctions, automobile dealers, inspectors, consigners, rental companies, manufacturers, banks, leasing companies, and other automotive industry professionals together. evbidder.com includes such features as Vehicle Inspection Report, Live Video Streaming, SimCasts Simulcast, Auction Management Systems, Dealer Management Systems, CRM and other automotive software and information.

EV Bidder utilizes a traditional auctioneer and is fully compatible and compliant with its auction clients and dealership customers in unifying the automotive wholesale segment. EV Bidder provides services to facilitate the exchange of vehicles between Buyers and Sellers. The actual contract for sale is directly between the seller and buyer. EV Bidder does not take title to the vehicles listed for sale via the Services. EV Bidder is neither the Buyer nor the Seller of the vehicles listed for sale. As a commercial party, you should research the condition and value of the vehicle and the terms of sale before bidding. You agree that any legal claims arising out of a transaction will be between you and the other party (either Buyer or Seller) in the transaction and not against EV Bidder or any EV Bidder partner.

2. Registration

To be eligible to access the Services, you must complete EV Bidder online registration process. You represent and warrant that all information that you provide to EV Bidder is accurate and complete and that you do not register under the name of, nor attempt to access the Service under the name of, another person or entity. You will notify us in writing of any changes to the information provided. You and your designated authorized representatives (“Authorized Representatives”) are liable and responsible for all actions, omissions and any failure to act of your Authorized Representatives in connection with your Authorized Representatives’ use of the Services. You hereby authorize EV Bidder to share the information you provide to us (including, without limitation, financial information) with EV Bidder partners solely to the extent such information is needed to provide the Services. You agree not to give anyone access to the Services other than your Authorized Representatives. Further, you represent and warrant to EV Bidder that: (a) you and your Authorized Representatives are in compliance with and shall comply with all laws and regulations that apply to your business; and (b) you and your Authorized Representatives have secured and will maintain all permits, licenses and governmental approvals required to operate your business including, without limitation, as required to access and participate in the Services. We reserve the right to temporarily or permanently suspend your access rights and/or the access rights of any of your Authorized Representatives at any time in our sole and absolute discretion.

3. Permitted Use

You agree that you will use the Services solely for your internal business purposes and will not: (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Services available to any third party, other than to your Authorized Representatives or as otherwise contemplated by these Terms; (ii) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (iii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material that violates third party privacy rights; (iv) send or store malicious code or viruses; (v) interfere with or disrupt the integrity or performance of the Services or the data contained therein; or (vi) attempt to gain unauthorized access to the Services or its related systems or networks. You further agree that you will not (i) modify, copy or create derivative works based on the Services; (ii) frame or mirror any content forming part of the Services; (iii) reverse engineer or decompile the Services; (iv) access the Services in order to (A) build a competitive product or service, or (B) copy any ideas, features, functions or graphics of the Services; or (v) permit or authorize any third party to do any of the above at your direction or on your behalf.

4. Seller Obligations

The Seller represents, warrants and agrees to the following terms:

a. Seller is a licensed dealer of motor vehicle;

b. Any amounts owed to EV Bidder or its affiliates by Seller may be deducted from any proceeds due Seller;

c. EV Bidder may stop payment or refuse to authorize payment to Seller pursuant to a right of offset;

d. Risk of loss for a vehicle remains with the Seller as long as the vehicle is at Seller’s premises. Once the Buyer retrieves the vehicle, or otherwise causes the vehicle to be removed from Seller’s premises, the risk of loss for the vehicle is transferred to the Buyer or its agents;

e. It is responsible for completion and execution of the required odometer mileage statement pertaining to the vehicle and on the certificate of title;

f. That it is the true and lawful owner of the vehicle except as set forth in the vehicle’s announcements;

g. That the vehicle is free from all liens and encumbrances except as set forth in the vehicle’s announcements;

h. That it has full rights, power and authority to sell and transfer title to the Buyer in accordance with the EV Bidder Title Policy except as set forth in the vehicle’s announcements;

i. A $500 cancellation fee will be assessed to a Seller if a transaction is cancelled or abandoned after a Buyer's bid either meets the reserve or is otherwise accepted;

j. Unless otherwise agreed, Seller will hold and make the sold vehicle available on its lot for at least three business days after the sale of the vehicle for the Buyer or its agent to pick up;

k. The number of vehicles posted by a Seller may be limited by EV Bidder during an introductory period;

l. Unless otherwise agreed, Seller will permit EV Bidder to inspect on Seller’s lot the vehicles Seller intends to sell through the Services, for the purpose of creating a vehicle condition report;

m. Seller shall abide by and comply with all applicable laws, rules and regulations, including but not limited to all rules and regulations set forth by the applicable department of motor vehicles.

5. Buyer Obligations

The Buyer represents, warrants and agrees to the following terms:

a. That it is a licensed motor vehicle dealer in good standing;

b. Buyer will purchase the vehicle at the final bid price which can be accepted by the Seller until 3 hours after the sale has ended.

c. Buyer will not resell the vehicle until the funds have been transmitted to EV Bidder;

d. Buyer will pick up the vehicle within three business days;

e. Buyer will select a payment option by 11:59 pm same day the bid is accepted by the Seller or this sale may be considered null and void at EV Bidder’s discretion; in such event Buyer may be subject to financial penalty and/or suspension of Buyer’s account access;

f. That no stop payment of Buyer’s payment to EV Bidder shall be honored;

g. That any stop payment order shall be deemed by the parties to be evidence of fraud existing at the time the transaction was consummated and shall be construed by the parties as an intent to defraud in order to consummate the transaction;

h. That it will abide by the timeframes for delivery of title set forth in EV Bidder titles policy;

i. That EV Bidder may deposit any payment immediately, regardless of whether the vehicle’s certificate of title has been submitted by Seller;

j. That Buyer is responsible for pickup and transport

k. That it is solvent;

l. That the vehicle is purchased solely for resale;

m. That the vehicle is purchased for resale in the form of tangible personal property in the regular course of business and is the sort usually purchased by Buyer for resale;

n. That if it is planning to export a vehicle, Buyer is responsible for ensuring satisfaction of all export requirements and all import requirements of the destination country;

o. That in the event that the vehicle is used for any purpose other than for resale, Buyer will pay directly to the proper taxing authorities such sale or use tax as may then be accrued and become payable;

p. That it holds a retail sales tax registration, certificate, license, or other permit, issued by the sales taxing authority of Seller’s state, county, and country as appropriate;

q. Title to the vehicle will not pass to Buyer until complete payment has been received by EV Bidder and the title has been received from the Seller;

r. EV Bidder reserves the right to limit the number of vehicles purchased by a Buyer at any time

s. Failure to remit payment within two business days will result in a fee equal to the total buy fee;

t. Buyer is subject to account suspension at the discretion of EV Bidder;

u. Buyer will not attempt to manipulate bids, intentionally bid up the price of any vehicle, or otherwise fraudulently bid on any vehicle;

v. Buyer shall abide by and comply with all applicable laws, rules and regulations, including but not limited to all rules and regulations set forth by the applicable department of motor vehicles.

6. Payment Terms

In consideration of access to the Services, Buyer and Seller each agree to pay EV Bidder or partners (as applicable) all fees and charges assessed by EV Bidder and/or the EV Bidder. partners for access to the Services (collectively, the “Fees”). The fees we charge for using our Services are listed on our Payments and Fees page. Fees are subject to change without notice. The purchase price of the vehicle, service charges, plus all applicable taxes and Fees payable by Buyer in connection with a transaction is the “Total Payment Amount.” All Fees are non-refundable.

Buyer shall pay EV Bidders faciliating entity "Atlanta East Auto Auction" the Total Payment Amount within two (2) business days after the Buyer’s bid is accepted as the winning bid (the “Payment Due Date”). Payment shall be made in U.S. dollars by, ACH electronic funds transfer, credit card, check, floor plan, or by another financing arrangement acceptable to EV Bidder (each a “Payment Method”). The Buyer agrees to pay any fees and commissions associated with the chosen payment method. EV Bidder reserves the right to specify the type of Payment Method it will accept from the Buyer in our sole and absolute discretion. In addition to whatever rights of set-off EV Bidder may have in any jurisdiction where vehicles are sold, if Buyer fails to pay Fees or other amounts owing when due to EV Bidder or any EV Bidder partner, EV Bidder will be entitled to immediately set off the amount owed by Buyer from any funds due from EV Bidder to Buyer. In addition, if you fail to pay the Total Payment Amount by the Payment Due Date, we may: (a) electronically debit your bank account or floor plan account in accordance with the default payment method selected by you or another account made available to EV Bidder; (b) withhold title documents until all amounts owed have been paid; (c) cancel the sale transaction; (d) charge interest on any past due amounts at the rate of one and one half (1.5%) percent per month, calculated in U.S. dollars, or the maximum rate allowed by law, whichever is less; and/or (e) pursue any other remedy or relief permitted by law. If EV Bidder accepts payment from Buyer by electronic check, Buyer authorizes EV Bidder to initiate debit entries to its account at the financial institution on which the electronic check was written. The electronic check debit authorization will remain in force until we have received written notice from you of its termination. EV Bidder reserves the right to decline payment by electronic check at any time and for any reason. Any payment that is withdrawn by Buyer or its bank, rejected or returned for non-sufficient funds (“NSF”) shall be deemed by the parties to be prima facie evidence of fraud existing at the time the transaction was consummated and shall be construed by the parties as an intent to defraud in order to consummate the transaction.must be settled and replaced immediately. NSF transactions will be subject to a service charge up to the maximum amount allowed by law and shall be immediately due and payable. EV Bidder will pay Seller the purchase price of the vehicle less the Fees due from Seller to EV Bidder after receipt of a clear, transferable title from Seller.

You agree to pay all costs including, without limitation, attorney fees, court or/and arbitration costs and other expenses reasonably incurred by EV Bidder or an EV Bidder partner, to collect any monies owing by you.

7. EV Bidder Intellectual Property

EV Bidder reserves all rights, title, and interest in and to the Services, including, but not limited to, the EV Bidder’s trademarks, logos and other brand feature, all photos, images, videos, text, data and data compilations, graphics, works of authorship, software, design and button icons (collectively, “Service Content”). Service Content is the property of EV Bidder and protected by United States and international copyright laws. These Terms do not grant Customers any rights in the Services except as expressly set forth herein. EV Bidder’s trademarks may not be used in connection with any product, service, or marketing without the prior written consent of EV Bidder.

8. Copyright Infringement

EV Bidder respects the intellectual property of others. We respond to notices of alleged copyright infringement under the United States Digital Millennium Copyright Act. If you believe that your intellectual property rights have been infringed, please notify our legal team legal@evbidder.com.

9. Termination

EV Bidder, in its sole discretion, may suspend, terminate or delete your Account or use of the Service, and remove and discard any content within the Service, for any reason, including, without limitation, for lack of use, or if EV Bidder believes that you have violated or acted inconsistently with the Agreement. Further, you agree that EV Bidder shall not be liable to you or any third-party for any termination of your access to the Service.

10. Arbitration

If, upon pickup and inspection of the vehicle, the Buyer discovers a defect that is allowed to be arbitrated pursuant to the EV Bidder Arbitration Policy, Buyer may pursue a remedy through the arbitration process as set forth in such policy. Sellers who repeatedly fail to make required announcements or Buyers who repeatedly submit questionable arbitration claims may have their auction privileges temporarily or permanently suspended.

11. Data

EV Bidder has the right to use certain Customer generated information, content, photographs and vehicle data for the limited use of promoting and carrying out the Services requested by such Customer. Customers and their representative dealerships grant EV Bidder a limited license to utilize non-confidential information for the general purpose of promoting and providing Services to our Customers, and this license extends to trusted third parties with whom we work. Customers agree that this permission is royalty free, irrevocable and worldwide for so long as Customer Information is held by EV Bidder. All data collected by EV Bidder related to vehicles, and all transaction data related to the Services shall be owned by EV Bidder without restrictions on its use of such data.

12. Availability, Errors and Inaccuracies

evbidder.com is constantly updating the Services and may experience delays in updating information on the Services. The information found on the Services may contain errors or inaccuracies and may not be complete or current. Products or services may be mispriced, described inaccurately, or unavailable on the Services, and we cannot guarantee the accuracy or completeness of any information found on the Services. We therefore reserve the right to change or update information and to correct errors, inaccuracies, or omissions at any time without prior notice.

13. Disclaimer of Warranties

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

1. YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. EV Bidder EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

2. EV Bidder MAKES NO WARRANTY THAT (i) THE SERVICE WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE, RELIABLE, COMPLETE OR CURRENT (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, CONTENT, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS, AND (v) ANY ERRORS IN THE SERVICE WILL BE CORRECTED.

3. ANY CONTENT OR MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH CONTENT OR MATERIAL.

4. EV Bidder NOR IS NOT RESPONSIBLE FOR INCORRECT OR INACCURATE ENTRY OF INFORMATION, HUMAN ERROR, TECHNICAL MALFUNCTIONS, LOST/DELAYED DATA TRANSMISSION, OMISSION, INTERRUPTION, DELETION, DEFECT, FAILURES OF ANY TELEPHONE NETWORK, COMPUTER EQUIPMENT, SOFTWARE OF ANY COMBINATION THEREOF, OR INABILITY TO ACCESS THE EV Bidder WEB SITE.

14. Limitation of Liability

IF YOU RELY ON THIS SERVICE OR ANY MATERIAL AVAILABLE THROUGH THIS SERVICE, INCLUDING THE CONTENT, YOU DO SO AT YOUR OWN RISK. YOU UNDERSTAND THAT THERE MAY BE DELAYS, OMISSIONS, INTERRUPTIONS, INACCURACIES, AND/OR OTHER PROBLEMS WITH THE INFORMATION, PRODUCTS, CONTENT, AND SERVICES PROVIDED AT THIS SITE. YOU EXPRESSLY UNDERSTAND AND AGREE THAT EV Bidder SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, LOSS OF BUSINESS, OR OTHER INTANGIBLE LOSSES (EVEN IF EV Bidder HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION CONTENT OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; OR (iv) ANY OTHER MATTERS RELATING TO THE SERVICE.

15. Indemnification

Each Customer agrees at their own expense to defend, indemnify, and hold EV Bidder and its affiliates, and each of their directors, officers, employees and agents, harmless from and against any loss, damage, liability, demand, lawsuit, debt, charge, action, penalty, interest, claim, cost, tax or expense whatsoever, including without limitation any and all out-of-pocket costs and actual legal and accounting fees, duties and bonds, which EV Bidder may incur, suffer or be required to pay as a result of or relating to, arising out of, or in connection with (a) your use of the Services; (b) your violation of the Agreement; (c) your violation of any third party right, including, but not limited to, any intellectual property right, right of attribution, association, integrity, publicity, confidentiality, property or privacy right; (d) any claim in connection with a vehicle; or (d) any claim that Customer information, or your use the property of others, may have caused or did cause damage to a third party, including, but not limited to, claims that Customer information, or your use of the property of others, infringe the rights of others or caused damages to others.

Customer also agrees to indemnify EV Bidder for reasonable legal and accounting fees, costs, and expenses incurred in enforcing the rights of EV Bidder against Customer under these Agreement.

16. Links to Third-Party Sites or Services

The Service may include links to the websites, content or services of third parties. EV Bidder is not responsible for the content of any links, or any products, services or other materials relating to any linked site or service, or any link contained in a linked site or service. EV Bidder does not control these third-party offerings and is not responsible or liable for the content, products or services available through these offerings. The existence of links from the Service to such offerings should not be construed as an endorsement of any of the content, products or services appearing on such offering or as implying an association between EV Bidder and the operators thereof. By using these third-party websites, content or services you may be agreeing to their terms of use and privacy policies. YOU HEREBY RELEASE EV Bidder from any damages that you may incur, and agree not to assert any claims against them, arising from your use of these third-party websites, content or services or from your purchase or use of any third-party provided product or service.

17. Representations Regarding Taxes

Buyer certifies that it holds the appropriate documentation issued by the sales tax authority of the state, province, or locality of its business or where it purchases vehicles, as applicable, which exempts Buyer from the payment of sales tax, and warrants that it will provide a copy of such applicable documentation to EV Bidder upon registration, at any time upon request, and as necessary to maintain the validity of such documentation. In the event that vehicles or other products purchased are used for any purpose other than for resale, Buyer will pay directly to the proper taxing authorities such sale or use tax as may then accrue and be due and payable.

18. Applicable Law Venue

The laws of the State of Florida shall govern this Agreement. Any and all claims, suits, actions or proceedings arising out of, in connection with or relating in any way to this Agreement shall be exclusively brought in the Courts of the State of Florida (Tampa).

19. Dispute Resolution

Any controversy or claim between Customer and EV Bidder arising out of or relating to this Agreement or the validity, inducement, or breach hereof (each such controversy or claim is hereinafter referred to as a "Dispute"), shall be settled as follows: First, the parties involved in the Dispute shall attempt to resolve any Dispute prior to commencing the procedures set forth below.

If after seven days the parties are unable to resolve the Dispute, the parties shall submit to non-binding mediation which shall take place for a period of one day in Hillsborough County, Tampa before a mediator that is mutually acceptable to the parties. If the parties are unable to agree on the selection of a mediator, a mediator will be chosen by an arbitrator selected pursuant to the rules of the American Arbitration Association ("AAA") who will then select such mediator from a list of distinguished neutral mediators maintained by the AAA. The mediator shall confer with the parties to design procedures to conclude the mediation within no more than 30 days after initiation. Each party has the right to pursue any provisional relief from the appropriate court, such as attachment, preliminary injunction, specific performance (the parties acknowledging that monetary damages may not be sufficient remedy), replevin, etc. to avoid irreparable harm, maintain the status quo, or preserve the subject matter of the Dispute even though mediation has not been commenced or completed.

Customer may only resolve disputes with EV Bidder on an individual basis and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed, and Customer expressly disclaims any right to bring or participate in any such action. If the parties are unable to resolve the Dispute within the 45 day period referred to above, or in the event that the agreement to arbitrate is found not to apply to Customer or Customer’s claim, Customer and EV Bidder agree that any judicial proceeding will be brought in the federal or state courts of Hillsborough County, Tampa. Both Customer and EV Bidder consent to venue and personal jurisdiction there.

20. Waiver, Severability & Assignment

EV Bidder’s failure to enforce a provision is not a waiver of its right to do so later. If a provision is found unenforceable, the remaining provisions of the Agreement will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible. You may not assign any of your rights under this Agreement without EV Bidder’s prior written consent, and any such attempt will be void. EV Bidder may assign its rights to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the Services.

21. Contacts

If you have any questions relating to this Agreement, please email us.